Terms and Conditions

INTRODUCTION

• Thanks for choosing SHEDPRO. SHEDPRO provides a 3D design tool with e-commerce features for customizing and ordering shed products, as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these SHEDPRO services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with SHEDPRO’s services (collectively, the “Service”), you (“CLIENT”) are entering into a binding contract with SHEDPRO.
• The CLIENT’s Agreement with SHEDPRO includes these Terms and any additional terms that you agree to with SHEDPRO. You acknowledge that you have read and understood the Agreement and Terms, accept the Agreement and Terms, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreement and Terms, then you may not use the SHEDPRO Service.

LICENSES

• Subject to the CLIENT’s complete and ongoing compliance with the Agreement and Terms, SHEDPRO grants the CLIENT limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for use in connection with the CLIENT’s shed manufacturing, distribution, or retail business during the term of Service and at the level of Service for which the CLIENT has paid all applicable fees.
• Except and solely to the extent that such a restriction is impermissible under applicable law, the CLIENT may not: a) reproduce, distribute, or publicly perform the Service; b) make modifications to the Service; c) interfere with or circumvent any feature of the Service, including any security or access control mechanism.

FLEX HOURS

• Flex Hour Limits

  • The CLIENT may receive a limited number of Flex Hours to use for additional marketing and/or design services related to the CLIENT’s website after the initial launch of the website.
  • The number of Flex Hours the CLIENT receives will be determined by the Agreement.
  • If the Agreement does not specify how many Flex Hours the CLIENT receives, the CLIENT does not receive any Flex Hours.
  • The CLIENT will forfeit any unused Flex Hours at the end of the period of time indicated in the Agreement and may not roll over any unused Flex Hours to any subsequent contract periods.
  • The CLIENT may purchase additional Flex Hours. The number of additional Flex Hours purchased, the price of the purchase, and the time period in which the CLIENT may use the additional Flex Hours will be agreed upon by SEADEV and the CLIENT at the time of the purchase.

• Use of Flex Hours

  • The CLIENT may use Flex Hours to request design and marketing services that are offered by SHEDPRO. The CLIENT may not use Flex Hours for services that are not offered by SHEDPRO.
  • SHEDPRO is not obligated to provide any services that require Flex Hours if the CLIENT has exhausted their available Flex Hours for the contract period.

SUSPENSION AND TERMINATION OF SERVICE

• The CLIENT can terminate their Subscription at any time by contacting hello@shedpro.shedpro.dev. Such termination will result in the deactivation or disablement of the CLIENT’s license to access and use the Service. The CLIENT will not be charged again for the terminated Subscription unless the CLIENT purchases a new one.
• If the CLIENT terminates a Subscription in the middle of a billing cycle, the CLIENT will not receive a refund for any period of time the CLIENT did not use in that billing cycle unless the CLIENT is terminating the Service and/or Terms for any of the following reasons: a) SHEDPRO has materially breached the Agreement and/or Terms and failed to cure the breach within 30 days after the CLIENT has so notified SHEDPRO in writing; or b) a refund is required by law.
• SHEDPRO may suspend or terminate the CLIENT’s Subscription at any time for any of the following reasons: (a) the CLIENT has materially breached these Terms and failed to cure that breach within 30 days after SHEDPRO has so notified the CLIENT in writing; (b) The CLIENT ceases business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days, or (c) the CLIENT fails to pay fees for 30 days past the due date. Additionally, SHEDPRO may limit, suspend, or terminate the Services to the CLIENT: (i) if the CLIENT fails to comply with these Terms, (ii) if the CLIENT uses the Services in a way that causes legal liability to SHEDPRO or disrupts others’ use of the Services; or (iii) if SHEDPRO is investigating suspected misconduct by the CLIENT. Also, if SHEDPRO limits, suspends, or terminates the Services the CLIENT receives, depending upon the reason, SHEDPRO will endeavor to give the CLIENT advance notice. However, there may be time-sensitive situations where SHEDPRO may decide that we need to take immediate action without notice. SHEDPRO will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.
• If SHEDPRO stops providing the Services to the CLIENT because the CLIENT repeatedly or egregiously breaches these Terms, SHEDPRO may take measures to prevent the further use of the Services by the CLIENT, including blocking the CLIENT’s IP address(es).

CANCELLATION POLICY

• The CLIENT’s payment account will be automatically charged on the subscription billing date for all applicable fees for the next subscription period. The subscription will continue unless and until the CLIENT cancels the subscription or SHEDPRO terminates it.
• The CLIENT must cancel their subscription before it renews in order to avoid billing of the next periodic Subscription Fee to their payment account.
• If the CLIENT cancels a Subscription in the middle of a billing cycle, the CLIENT will not receive a refund for any period of time the CLIENT did not use in that billing cycle unless the CLIENT is terminating the Service and/or Terms for any of the reasons listed in the section of these Terms titled: “SUSPENSION AND TERMINATION OF SERVICE.”
• The CLIENT may cancel their Subscription service by contacting SHEDPRO at accounts@shedpro.shedpro.dev.

LATE PAYMENT TERMS

• Any late payment by the CLIENT will be subject to overdue interest on the unpaid sum at the rate of 2% per each month the payment is overdue.

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

• The Service is owned and operated by SHEDPRO. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, 3D models, and all other elements of the Service (“Materials”) provided by SHEDPRO are protected by intellectual property and other laws.
• All Materials included in the Service are the property of SHEDPRO or its third-party licensors. Except as expressly authorized by SHEDPRO, the CLIENT may not make use of these Materials.
• SHEDPRO reserves all rights to the Materials not expressly granted in these Terms.
• CLIENT shall disclose confidential information to SHEDPRO directly or indirectly, with or without notice of its confidential nature.  Accordingly, SHEDPRO agrees to hold all information disclosed to SHEDPRO by CLIENT in confidence and neither disclose the same to others nor use the same for any purpose other than as provided herein without the written permission of CLIENT.  Upon request, SHEDPRO will return to CLIENT all information supplied to SHEDPRO by CLIENT, or generated by SHEDPRO on behalf of CLIENT, including all copies thereof.
• The duty of confidentiality and nonuse shall not apply to any information disclosed to SHEDPRO by CLIENT, which through no act or failure to act on the part of SHEDPRO is or becomes public information, SHEDPRO has in their possession at the time of disclosure by CLIENT, is furnished to SHEDPRO by a third party without restriction on disclosure, is developed by or for SHEDPRO outside the scope of this Agreement, or SHEDPRO has an obligation to disclose under law.
• The duty of confidentiality and nonuse shall survive the ending of this Agreement and be in force after expiration, termination, or cancellation of this Agreement.

LIABILITY

• The parties agree they shall indemnify and hold harmless each other against loss, destruction, damage, death, or injury to persons or property of their respective obligations under this agreement caused by an act of negligence or omission of either party resulting directly or indirectly out of the performance of the Service.

OTHER PROVISIONS

• In performing the Service for the CLIENT, SHEDPRO shall be acting in the capacity of an independent contractor to CLIENT and not as an employee of CLIENT or any of its subsidiaries or affiliated companies.  Accordingly, although CLIENT shall specify the general nature of the work to be performed and the goals to be met, the details of performing such work and meeting such goals shall be determined by SHEDPRO.
• All Agreements entered into by the CLIENT and SHEDPRO is not assignable by either party without the prior written consent of the other party.
• Any amendment or modification to any Agreement shall be valid only if in writing and signed by both parties.
• Any dispute arising under any Agreement made between the CLIENT and SHEDPRO that cannot resolve by good faith discussion and negotiation shall be decided by binding arbitration.

CHANGES TO TERMS

• SHEDPRO may change these Terms at any time and for a variety of reasons, such as to reflect changes in applicable law or updates to SHEDPRO’s Service, and to account for new services or functionality. The most current version will always be posted on the SHEDPRO website.
• If an amendment is a material, as determined by SHEDPRO’s sole discretion, SHEDPRO will notify the CLIENT. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require SHEDPRO to update the CLIENT’s consent to such changes or to provide the CLIENT with sufficient advance notice of them.
• If the CLIENT does not want to agree to any changes made to the terms for SHEDPRO Service, the CLIENT should stop using the Service, because by continuing to use the Service the CLIENT indicates the CLIENT’s agreement to be bound by the updated Terms.